SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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TRIPLE-S MANAGEMENT CORPORATION
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April 16, 2004
My fellow Shareholder:
It is important that you express your opinion regarding the matters to be
considered at the Annual Meeting of Shareholders to be held on April 25. We
present the answers to the questions ask for some of our fellow shareholders.
WHAT MATTERS ARE YOU GOING TO CONSIDER AND VOTE ON NEXT APRIL 25?
You are going to act upon the election of 8 directors and 4
resolutions.
WHAT MATTERS ARE CONSIDERED IN THE RESOLUTIONS?
The Board of Directors recommends that you vote in favor of Resolutions
1, 2 and 3, since they are very important for you and the development
of Triple-S Management.
- NUMBER 1 was discussed in detail in our letter previously sent
to you. Nevertheless, we want to recall it again. This
Resolution is presented by the Board of Directors to allow a
Shareholder to transfer his or her shares to another physician
or dentist, provided no payment is involved and that the 21
share limit requirement is complied with. The Board of
Directors is asking for a vote IN FAVOR of the Resolution
Number 1.
- NUMBER 2 proposes some amendments to promote that the Board of
Directors performs its duties in accordance with the new
corporate governance practices pursuant to the Sarbanes-Oxley
Act requirements. These changes ensure that decisions are
taken following the best corporate business practices. This
Resolution is presented by the Board of Directors. The Board
of Directors is asking for a vote IN FAVOR of the Resolution
Number 2.
- NUMBER 3 was also discussed in detail in our previous letter.
This Resolution will allow the approval of some amendments to
the Articles of Incorporation and By-laws if the affirmative
vote requirement of 3/4 voting shares is reduced to 2/3.
Recently, some proposals, that were necessary and supported by
the majority of the Shareholders, could not be approved since
they did not meet the extraordinary affirmative vote
requirement. This Resolution is presented by our fellow
shareholder, Dr. Leslie H. Lopez Velez. The Board of Directors
is asking for a vote IN FAVOR of the Resolution Number 3.
- NUMBER 4 presented by Guillermo J. Fernandez Marti, MD,
requests that Triple-C takes the necessary steps to obtain the
National Committee of Quality Assurance's (NCQA) accreditation
within a time frame of no more than six (6) months. The Board
of Directors is asking for a vote against this resolution. The
reasons to request a vote against are explained in detail in
the Proxy Statement. The Board of Directors is asking for a
vote AGAINST the Resolution Number 4.
HOW CAN YOU EXPRESS YOUR OPINION REGARDING THE MATTERS TO BE CONSIDERED ON
APRIL 25? You should send your proxy to the Board or may vote in
person.
WHERE CAN YOU CALL IF YOU NEED TO GET MORE INFORMATION?
If you would like more information please contact Rosa Gonzalez, who
heads the Office of Shareholders Services and Relations, at telephone
(787) 277-6621 or at 1-800-350-8552.
TRIPLE-S COUNTS ON YOU.
/s/ Dr. Fernando J. Ysern-Borras
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Dr. Fernando J. Ysern-Borras
Chairman of the Board of Directors
YOUR VOTE IS IMPORTANT.
WE STRONGLY ENCOURAGE YOU TO SEND IN THE PROXY THE BOARD HAS REQUESTED AT THE
FOLLOWING FAXES: (787) 749-4191 OR (787) 706-4023